Promoter of New Delhi Television Ltd (NDTV), RRPR Holding Ltd and Adani group have approached the markets regulator, Securities and Exchange Board of India (Sebi) on Sunday and Monday respectively on warrants that were issued to VCPL.
The promoters of NDTV have sought whether a Sebi order, passed in November 2020 which barred promoters Prannoy Roy and Radhika Roy from the securities market for two years, applies on allotting shares that were pledged with VCPL, NDTV said in a stock exchange filing on Monday morning.
On Monday evening, the Adani group in an exchange filing said that VCPL now an Adani group entity has also written to Sebi seeking that it provides clarity.
“In this regard, we would like to inform you that VCPL has also written a letter dated August 29, 2022 to Sebi, requesting Sebi to help provide clarity, certainty and avoid confusion in the minds of public shareholders of NDTV that has arisen due to the stand taken by RRPR and issue appropriate response to RRPR clarifying that the Sebi order does not restrain RRPR from allotting shares to VCPL," said Adani group in an exchange filing.
Mint had reported on Monday that the markets regulator has in internal consultations concluded that there is no bar on RRPR, a promoter entity of news broadcaster New Delhi Television Ltd (NDTV), from allotting shares to Adani Group. And that Adani group is expected to reach out to the regulator for clarification.
In a surprise move on 23 August, the infrastructure giant indirectly acquired a 29.18% stake in the broadcaster by purchasing Vishvapradhan Commercial Pvt Ltd (VCPL), which owned convertible debentures in RRPR. Adani Group also offered to buy 26% more from the open market, as mandated by law.
NDTV pushed back against the acquisition, claiming that a prior regulatory nod was needed for the transfer of shares as Sebi barred its founders from dealing in shares for two years till 26 November. However, Adani Group dismissed the contention, countering the owners of NDTV do not need any such approval. VCPL acquired the debentures in FY10 against a ₹404 crore loan extended to the promoter holding company. According to the acquisition notice, NDTV was required to allot the shares to VCPL by 25 August. No transfer of shares has taken place.
According to the Mint report, Sebi has formed this opinion by analyzing the loan agreements, its orders, Securities Appellate Tribunal (SAT) orders and directions passed by the Supreme Court against NDTV and its promoters in a related case. In addition, Sebi analyzed previous precedents where pledged shares were kept outside the ambit of a Sebi ban in a similar case.